Common use of PLEDGE OF ASSETS Clause in Contracts

PLEDGE OF ASSETS. Mortgage, pledge, grant or permit to exist a security interest in, or lien upon (collectively, “liens”), all or any portion of Borrower’s assets now owned or hereafter acquired, or permit POCI to do the same in respect of its assets, except the following liens (collectively, “Permitted Liens”): (a) liens in favor of Bank, (b) liens existing as of, and disclosed to Bank in writing prior to, the date hereof, (c) liens to the extent they secure purchase money debt permitted under Section 5.2 hereof provided that such liens do not extend beyond the assets (including accessions, additions, parts, replacements, fixtures, improvements and attachments thereto, and the proceeds thereof) subject to such purchase money financing, (d) liens for taxes, fees, assessments or other government charges or levies, either not delinquent or being contested in good faith pursuant to appropriate proceedings and for which Borrower maintains adequate reserves on its books in accordance with GAAP, (e) liens incurred in the extension, renewal or refinancing of the indebtedness secured by Liens described in (b) through (d), but any extension, renewal or replacement Lien must be limited to the property encumbered by the existing Lien and the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to Borrower than the terms of any agreement or instrument governing the indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending indebtedness does not exceed the then applicable market interest rate; (f) leases, subleases, licenses or sublicenses of property granted in the ordinary course of business and not substantial in amount; (g) liens in favor of other financial institutions arising in connection with Borrower’s deposit or securities accounts held at such institutions; (h) liens to secure payment of workers’ compensation, employment insurance, old-age pensions, social security and other like obligations incurred in the ordinary course of business (other than Liens imposed by ERISA); (i) liens on property of, or on shares of stock or Indebtedness of, any corporation existing at the time such corporation becomes, or becomes a part of, any subsidiary; provided that such liens do not extend to or cover any property or assets of Borrower or any subsidiary other than the property or assets acquired and the proceeds and products thereof and were not incurred in anticipation of such person becoming a subsidiary; (j) liens arising by operation of law and in the ordinary course of Borrower’s and its subsidiaries’ business of landlords and carriers, warehousemen, mechanics, suppliers, sellers, material men or repairmen, or other similar liens; (k) easements, rights-of-way, municipal and zoning and building ordinances and similar charges, encumbrances, title defects or other irregularities, governmental restrictions on the use of property or conduct of business, and liens in favor of governmental authorities and public utilities, that do not materially interfere with the ordinary course of business of Borrower and its subsidiaries; (l) liens arising from the rendering of an interim or final judgment or order against Borrower or any subsidiary that does not give rise to an Event of Default; and (m) liens arising in the ordinary course of Borrower’s and/or its subsidiaries’ business in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods.

PLEDGE OF ASSETS. Mortgage, pledge, grant or permit to exist a security interest in, or lien upon (collectivelyupon, “liens”)or permit Guarantor to mortgage, pledge, grant or permit to exist a security interest in, or lien upon, all or any portion of Borrower’s or Guarantor’s assets now owned or hereafter acquired, or permit POCI to do the same in respect of its assets, except the following liens (collectively, “Permitted Liens”): (a) liens any of the foregoing in favor of Bank, (b) liens Bank or which is existing as of, and disclosed to Bank in writing prior to, the date hereof, (b) purchase money security interests in equipment or other fixed assets that secure Assumed Liabilities incurred in connection with Permitted Acquisitions permitted under Section 5.4 above, (c) liens to the extent they secure purchase money debt indebtedness (including capitalized leases) permitted under Section 5.2 hereof provided that such liens do not extend beyond the assets 5.3(e) and (including accessions, additions, parts, replacements, fixtures, improvements and attachments thereto, and the proceeds thereoff) subject to such purchase money financinghereof, (d) liens for taxes, fees, assessments or other government governmental charges or levies, either not delinquent or being contested in good faith pursuant to by appropriate proceedings and for which Borrower maintains with adequate reserves on its books being maintained in accordance with GAAPgenerally accepted accounting principles, provided the same have no priority over any of Bank’s security interests, (e) liens incurred of carriers, warehousemen, suppliers, or other persons that are possessory in the extension, renewal or refinancing of the indebtedness secured by Liens described in (b) through (d), but any extension, renewal or replacement Lien must be limited to the property encumbered by the existing Lien and the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to Borrower than the terms of any agreement or instrument governing the indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending indebtedness does not exceed the then applicable market interest rate; (f) leases, subleases, licenses or sublicenses of property granted nature arising in the ordinary course of business so long as such liens (i) secure liabilities in the aggregate amount not to exceed One Hundred Thousand Dollars ($100,000), (ii) have no priority over any of Bank’s security interests and (iii) are not substantial delinquent or remain payable without penalty or are being contested in amount; good faith and by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto, and with adequate reserves being maintained in accordance with generally accepted accounting principles, (g) liens in favor of other financial institutions arising in connection with Borrower’s deposit or securities accounts held at such institutions; (hf) liens to secure payment of workers’ compensation, employment insurance, old-age pensions, social security and other like obligations incurred in the ordinary course of business (other than Liens liens imposed by ERISA); ) so long as no foreclosure sale or similar proceeding has been commenced with respect to any portion of the collateral on account thereof, (g) statutory or common law liens of landlords to the extent relating to the property and assets relating to any lease agreements with such landlord, (h) liens incurred or deposits made to secure the performance of tenders, bids, leases, statutory or regulatory obligations, surety and appeal bonds, government contracts, performance and return-of-money bonds, and other obligations of like nature, in each case, in the ordinary course of business so long as no foreclosure sale or similar proceeding has been commenced with respect to any portion of the collateral on account thereof, (i) liens on leases or subleases of real property of, or on shares of stock or Indebtedness of, any corporation existing at the time such corporation becomes, or becomes a part of, any subsidiary; provided that such liens do not extend to or cover any property or assets of Borrower or any subsidiary other than the property or assets acquired and the proceeds and products thereof and were not incurred in anticipation of such person becoming a subsidiary; (j) liens arising by operation of law and granted in the ordinary course of Borrower’s and its subsidiaries’ or Guarantor’s business of landlords and carriers(or, warehousemenif referring to another person, mechanics, suppliers, sellers, material men or repairmen, or other similar liens; (k) easements, rights-of-way, municipal and zoning and building ordinances and similar charges, encumbrances, title defects or other irregularities, governmental restrictions on the use of property or conduct of business, and liens in favor of governmental authorities and public utilities, that do not materially interfere with the ordinary course of business such person’s business), and leases, subleases, non-exclusive licenses or sublicenses of Borrower and its subsidiaries; personal property (lother than intellectual property) liens arising from the rendering of an interim or final judgment or order against Borrower or any subsidiary that does not give rise to an Event of Default; and (m) liens arising granted in the ordinary course of Borrower’s and/or its subsidiariesor Guarantor’s business (or, if referring to another person, in the ordinary course of such person’s business), if the leases, subleases, licenses and sublicenses do not (i) prohibit granting Bank a security interest therein, (i) interfere in any material respect with the business of the Borrower or Guarantor or materially detract from the value of the relevant assets of the Borrower or Guarantor, or (iii) secure any Indebtedness, (j) licenses of intellectual property granted to third parties in the ordinary course of business, (k) liens arising from attachments or judgments, orders, or decrees in circumstances not constituting an Event of Default, (l) bankers’ business liens, rights of setoff and similar liens in favor of other financial institutions arising in connection with Borrower’s or Guarantor’s deposit accounts held at such institutions, to the extent permitted by Section 4.10, (m) liens in favor of customs and revenue authorities arising as a matter of law to secure payment payments of customs duties in connection with the importation of goods, (n) liens of Borrower’s landlord on the Specified Account together with any cash or cash equivalents on deposit therein to secure Borrower’s obligations to its landlord under its premises lease in an amount not to exceed the lesser of $4,200,000 plus interest thereon or the amount required to secure Borrower’s obligations to its landlord under its premises lease, and (o) liens incurred in connection with any extension, renewal or refinancing of indebtedness permitted hereunder secured by the liens permitted under clauses (a), (b) and (c) of this Section 5.7, provided that the scope of any such lien shall not be increased, or otherwise expanded, to cover any additional property or type of asset, as applicable, beyond the existing lien and the principal amount of the indebtedness being extended, renewed or refinanced does not increase (the liens described in clauses (a) through (o), collectively, “Permitted Liens”).

PLEDGE OF ASSETS. MortgageOther than Permitted Liens, mortgage, pledge, grant or permit to exist a security interest in, or lien upon (collectively, “liens”)upon, all or any portion of Borrower’s assets now owned or hereafter acquired, or permit POCI to do except any of the same in respect of its assets, except the following liens (collectively, “Permitted Liens”): (a) liens foregoing in favor of Bank, (b) liens Bank or which is existing as of, and disclosed to Bank in writing prior to, the date hereof. “Permitted Liens” shall mean (i) Liens existing on the date hereof, (cii) liens to the extent they secure purchase money debt permitted under Section 5.2 hereof provided that such liens do not extend beyond the assets (including accessions, additions, parts, replacements, fixtures, improvements and attachments thereto, and the proceeds thereof) subject to such purchase money financing, (d) liens Liens for taxes, fees, assessments or other government charges or levies, either (A) not delinquent due and payable, or (B) being contested in good faith pursuant to appropriate proceedings and for which Borrower maintains adequate reserves on its books in accordance with GAAPreserves, (eiii) liens purchase money Liens for items or property acquired or held by Borrower or its subsidiaries incurred for financing the acquisition thereof, (iv) capital leases, (v) synthetic or off balance sheet leases, (vi) Liens of carriers, warehousemen, suppliers or other persons or entities that are possessory in nature, (vii) Liens to secure payment of workers’ compensation, employment insurance, old-age pensions, social security and other like obligations, (viii) Liens incurred in the extension, renewal or refinancing of the indebtedness secured by Liens described in clauses (bi) through (diii), but any extension, renewal or replacement Lien must be only if such Liens are limited to the property encumbered by the existing Lien Liens described in clauses (i) through (iii) and the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, amount of any such refinancing, refunding, renewing or extending indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to Borrower than the terms of any agreement or instrument governing the indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending indebtedness does not exceed the then applicable market interest rate; increase, (fix) leases or subleases of real property or leases, subleases, non-exclusive licenses or sublicenses of personal property granted in the ordinary course of business Borrower’s business, (x) Liens arising from attachments or judgments, orders or decrees in circumstances not constituting an Event of Default under Section 6.1 (f); and not substantial in amount; (gxi) liens Liens in favor of other financial institutions arising in connection with Borrower’s deposit or securities accounts held at such institutions; provided however that the purchase money Liens in this subsection (hiii), capital leases in this subsection (iv) liens to and synthetic or off balance sheet leases in this subsection (v) shall secure payment of workers’ compensation, employment insurance, old-age pensions, social security and other like obligations incurred no more than Ten Million Dollars ($10,000,000) in the ordinary course of business (other than Liens imposed by ERISA); (i) liens on property of, or on shares of stock or Indebtedness of, any corporation existing at the time such corporation becomes, or becomes a part of, any subsidiary; provided that such liens do not extend to or cover any property or assets of Borrower or any subsidiary other than the property or assets acquired and the proceeds and products thereof and were not incurred in anticipation of such person becoming a subsidiary; (j) liens arising by operation of law and in the ordinary course of Borrower’s and its subsidiaries’ business of landlords and carriers, warehousemen, mechanics, suppliers, sellers, material men or repairmen, or other similar liens; (k) easements, rights-of-way, municipal and zoning and building ordinances and similar charges, encumbrances, title defects or other irregularities, governmental restrictions on the use of property or conduct of business, and liens in favor of governmental authorities and public utilities, that do not materially interfere with the ordinary course of business of Borrower and its subsidiaries; (l) liens arising from the rendering of an interim or final judgment or order against Borrower or any subsidiary that does not give rise to an Event of Default; and (m) liens arising in the ordinary course of Borrower’s and/or its subsidiaries’ business in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goodsaggregate amount outstanding.

PLEDGE OF ASSETS. Mortgage, pledge, grant or permit to exist a security interest in, or lien upon (collectively, “liens”), all or any portion of Borrower’s assets now owned or hereafter acquired, or permit POCI to do the same in respect of its assets, except the following liens (collectively, “Permitted Liens”): (a) liens in favor of Bank, (b) liens existing as of, and disclosed to Bank in writing prior to, the date hereof, (c) liens to the extent they secure purchase money debt permitted under Section 5.2 hereof provided that such liens do not extend beyond the assets (including accessions, additions, parts, replacements, fixtures, improvements and attachments thereto, and the proceeds thereof) subject to such purchase money financing, (d) liens to the extent they secure Borrower’s obligations to a lessor of property leased to Borrower and permitted under Section 5.2(d) hereof provided that such liens do not extend beyond the assets (including accessions, additions, parts, replacements, fixtures, improvements and attachments thereto, and the proceeds thereof) subject to such permitted lease, (e) liens for taxes, fees, assessments or other government charges or levies, either not delinquent or being contested in good faith pursuant to appropriate proceedings and for which Borrower maintains adequate reserves on its books in accordance with GAAP, (ef) liens incurred in the extension, renewal or refinancing of the indebtedness secured by Liens described in (b) through (d), but any extension, renewal or replacement Lien must be limited to the property encumbered by the existing Lien and the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to Borrower than the terms of any agreement or instrument governing the indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending indebtedness does not exceed the then applicable market interest rate; (fg) leases, subleases, licenses or sublicenses of property granted in the ordinary course of business and not substantial in amount; (gh) liens in favor of other financial institutions arising in connection with Borrower’s deposit or securities accounts held at such institutions; (hi) liens to secure payment of workers’ compensation, employment insurance, old-age pensions, social security and other like obligations incurred in the ordinary course of business (other than Liens imposed by ERISA); (ij) liens on property of, or on shares of stock or Indebtedness of, any corporation existing at the time such corporation becomes, or becomes a part of, any subsidiary; provided that such liens do not extend to or cover any property or assets of Borrower or any subsidiary other than the property or assets acquired and the proceeds and products thereof and were not incurred in anticipation of such person becoming a subsidiary; (jk) liens arising by operation of law and in the ordinary course of Borrower’s and its subsidiaries’ business of landlords and carriers, warehousemen, mechanics, suppliers, sellers, material men or repairmen, or other similar liens; (kl) easements, rights-of-way, municipal and zoning and building ordinances and similar charges, encumbrances, title defects or other irregularities, governmental restrictions on the use of property or conduct of business, and liens in favor of governmental authorities and public utilities, that do not materially interfere with the ordinary course of business of Borrower and its subsidiaries; (lm) liens arising from the rendering of an interim or final judgment or order against Borrower or any subsidiary that does not give rise to an Event of Default; and (mn) liens arising in the ordinary course of Borrower’s and/or its subsidiaries’ business in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods.

PLEDGE OF ASSETS. Mortgage, pledge, grant or permit to exist a security interest in, or lien upon (collectively, “liens”)upon, all or any portion of Borrower’s assets of Borrower or any of its subsidiaries now owned or hereafter acquired, or permit POCI to do the same in respect of its assets, except the following liens (collectively, for Permitted Liens. “Permitted Liens”): ” means the following: (a) any liens existing as of the date hereof and listed on Schedule 5.8 attached hereto; (b) any security interests and liens in favor of Bank, (b) liens existing as of, and disclosed to Bank in writing prior to, the date hereof, ; (c) liens to the extent they secure purchase money debt permitted under Section 5.2 hereof provided that such liens do not extend beyond the assets (including accessions, additions, parts, replacements, fixtures, improvements and attachments thereto, and the proceeds thereof) subject to such purchase money financing, (d) liens for taxes, fees, assessments or other government governmental charges or levies, either not delinquent or being contested in good faith pursuant to by appropriate proceedings and for which Borrower maintains diligently conducted, if adequate reserves with respect thereto are maintained on its the books of Borrower or the applicable subsidiary of Borrower in accordance with GAAPgenerally accepted accounting principles; (d) liens securing indebtedness permitted under Section 5.3(c); provided that (i) such liens do not at any time encumber any property other than the property financed by such indebtedness and (ii) the indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; (e) deposits to secure the performance of real property lease obligations incurred in the ordinary course of business; and (f) liens incurred in connection with the extension, renewal or refinancing of the indebtedness secured by Liens described in liens permitted by clause (ba) through (d)above, but provided that any extension, renewal or replacement Lien must lien shall be limited to the property encumbered by the existing Lien and lien, the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, amount of any such refinancing, refunding, renewing or extending indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to Borrower than the terms of any agreement or instrument governing the indebtedness being refinanced, refundedextended, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending indebtedness refinanced does not exceed the then applicable market interest rate; (f) leases, subleases, licenses or sublicenses of property granted in the ordinary course of business and not substantial in amount; (g) liens in favor of other financial institutions arising in connection with Borrower’s deposit or securities accounts held at such institutions; (h) liens to secure payment of workers’ compensation, employment insurance, old-age pensions, social security and other like obligations incurred in the ordinary course of business (other than Liens imposed by ERISA); (i) liens on property of, or on shares of stock or Indebtedness of, any corporation existing at the time such corporation becomes, or becomes a part of, any subsidiary; provided that such liens do not extend to or cover any property or assets of Borrower or any subsidiary other than the property or assets acquired and the proceeds and products thereof and were not incurred in anticipation of such person becoming a subsidiary; (j) liens arising by operation of law and in the ordinary course of Borrower’s and its subsidiaries’ business of landlords and carriers, warehousemen, mechanics, suppliers, sellers, material men or repairmen, or other similar liens; (k) easements, rights-of-way, municipal and zoning and building ordinances and similar charges, encumbrances, title defects or other irregularities, governmental restrictions on the use of property or conduct of businessincrease, and liens there shall be no change in favor of governmental authorities and public utilities, that do not materially interfere any direct or contingent obligor with the ordinary course of business of Borrower and its subsidiaries; (l) liens arising from the rendering of an interim or final judgment or order against Borrower or any subsidiary that does not give rise respect to an Event of Default; and (m) liens arising in the ordinary course of Borrower’s and/or its subsidiaries’ business in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goodssuch indebtedness.

PLEDGE OF ASSETS. MortgageOther than Permitted Liens, mortgage, pledge, grant or permit to exist a security interest in, or lien upon (collectively, “liens”)upon, all or any portion of Borrower’s assets now owned or hereafter acquired, or permit POCI to do except any of the same in respect of its assets, except the following liens (collectively, “Permitted Liens”): (a) liens foregoing in favor of Bank, (b) liens Bank or which is existing as of, and disclosed to Bank in writing prior to, the date hereof. “Permitted Liens” shall mean (i) Liens existing on the date hereof, (cii) liens to the extent they secure purchase money debt permitted under Section 5.2 hereof provided that such liens do not extend beyond the assets (including accessions, additions, parts, replacements, fixtures, improvements and attachments thereto, and the proceeds thereof) subject to such purchase money financing, (d) liens Liens for taxes, fees, assessments or other government charges or levies, either (A) not delinquent due and payable, or (B) being contested in good faith pursuant to appropriate proceedings and for which Borrower maintains adequate reserves on its books in accordance with GAAPreserves, (eiii) liens purchase money Liens for items or property acquired or held by Borrower or its subsidiaries incurred for financing the acquisition thereof, (iv) capital leases, (v) synthetic or off balance sheet leases, (vi) Liens of carriers, warehousemen, suppliers or other persons or entities that are possessory in nature, (vii) Liens to secure payment of workers’ compensation, employment insurance, old-age pensions, social security and other like obligations, (viii) Liens incurred in the extension, renewal or refinancing of the indebtedness secured by Liens described in clauses (bi) through (diii), but any extension, renewal or replacement Lien must be only if such Liens are limited to the property encumbered by the existing Lien Liens described in clauses (i) through (iii) and the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, amount of any such refinancing, refunding, renewing or extending indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to Borrower than the terms of any agreement or instrument governing the indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending indebtedness does not exceed the then applicable market interest rate; increase, (fix) leases or subleases of real property or leases, subleases, non-exclusive licenses or sublicenses of personal property granted in the ordinary course of business Borrower’s business, (x) Liens arising from attachments or judgments, orders or decrees in circumstances not constituting an Event of Default under Section 6.1(f); and not substantial in amount; (gxi) liens Liens in favor of other financial institutions arising in connection with Borrower’s deposit or securities accounts held at such institutions; provided however that the purchase money liens in this subsection (hiii), capital leases in this subsection (iv) liens to and synthetic or off balance sheet leases in this subsection (v) shall secure payment of workers’ compensation, employment insurance, old-age pensions, social security and other like obligations incurred no more than Ten Million Dollars ($10,000,000) in the ordinary course of business (other than Liens imposed by ERISA); (i) liens on property of, or on shares of stock or Indebtedness of, any corporation existing at the time such corporation becomes, or becomes a part of, any subsidiary; provided that such liens do not extend to or cover any property or assets of Borrower or any subsidiary other than the property or assets acquired and the proceeds and products thereof and were not incurred in anticipation of such person becoming a subsidiary; (j) liens arising by operation of law and in the ordinary course of Borrower’s and its subsidiaries’ business of landlords and carriers, warehousemen, mechanics, suppliers, sellers, material men or repairmen, or other similar liens; (k) easements, rights-of-way, municipal and zoning and building ordinances and similar charges, encumbrances, title defects or other irregularities, governmental restrictions on the use of property or conduct of business, and liens in favor of governmental authorities and public utilities, that do not materially interfere with the ordinary course of business of Borrower and its subsidiaries; (l) liens arising from the rendering of an interim or final judgment or order against Borrower or any subsidiary that does not give rise to an Event of Default; and (m) liens arising in the ordinary course of Borrower’s and/or its subsidiaries’ business in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goodsaggregate amount outstanding.